SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: September 23, 2003
VisiJet, Inc.
(Exact name of the Company as specified in its charter)
Delaware 0--256111 33-0838660
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
192 Technology Drive, Suite Q
Irvine, California 92618
(Address of principal executive offices)
The Company's telephone number, including area code:
949-453-9652
Item 5. Other Events and Regulation FD Disclosure
In August 2003 the Company filed an action against SurgiJet, Inc.
("SurgiJet") for (i) a judicial determination that a $400,000 Promissory Note
issued by the Company and payable to SurgiJet (the "SurgiJet Note") is not
enforceable, due to a failure of consideration and the effect of the statute of
limitations, and (ii) for recovery of payments previously made on the SurgiJet
Note, based on claims of fraud and unjust enrichment.
Following its merger in February 2003, management of the Company
investigated the status of several obligations on its books and records payable
to affiliates of Rex Doherty, its former President, including SurgiJet, Inc. The
investigation called into question the validity of the SurgiJet Note, as well as
the validity of other amounts allegedly due to members of the Doherty family.
Accordingly, the Company filed the action against SurgiJet.
Thereafter, on September 23, SurgiJet filed a cross-action against the
Company, its directors and certain officers. In the cross-complaint, SurgiJet
and members of the Doherty family allege breach of the Merger Agreement between
the Company and SurgiJet, an Assumption Agreement entered into in connection
with the Merger Agreement, and the SurgiJet Note, along with fraud and unfair
business practices. The plaintiffs seek damages of approximately $1,032,000,
rescission of the Merger Agreement, other unspecified damages, interest and
attorneys' fees.
The Company's management believes that the cross-complaint is merely a
diversionary effort by SurgiJet and the Doherty family to draw attention from
the main action. The Company believes the allegations of the cross-complaint are
wholly without merit and plans to vigorously pursue its claims and contest the
cross-complaint.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
Undersigned, thereunto duly authorized.
VisiJet, Inc., a Delaware
corporation
By: /s/ Laurence Schreiber
-----------------------------
Laurence Schreiber, Secretary
Date: October 10, 2003